Master Subscription Agreement

Pipeline Systems Master Subscription Agreement v1.0 (June 29, 2026)

This Master Subscription Agreement (the "Agreement") is a binding legal contract between Pipeline Systems ("Pipeline Systems," "we," "us," or "our") and the individual or legal entity that creates an account, signs up for a subscription, or otherwise accesses or uses the Service ("Customer," "you," or "your"). By clicking "I agree," typing your name as an electronic signature, creating an account, or accessing the Service, you accept this Agreement and represent that you have authority to bind the entity you represent. If you do not agree, do not use the Service.

1. Definitions

• "Service" means the Pipeline Systems software-as-a-service platform, including the web application, mobile/PWA clients, AI features, APIs, integrations, and any documentation.
• "Order" means the plan selection, checkout, or written ordering document under which Customer subscribes to the Service.
• "Subscription Term" means the period for which Customer has paid for or been granted access (including any free trial or beta).
• "Authorized User" means an employee, contractor, or agent of Customer that Customer permits to use the Service under Customer's account, subject to the seat limits in the Order.
• "Customer Data" means data, files, content, and information submitted to, processed by, or generated through the Service by or for Customer.
• "AI Output" means text, calculations, images, embeddings, or recommendations generated by AI features within the Service.

2. The Service and License

Subject to this Agreement and timely payment of fees, Pipeline Systems grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term for Customer and its Authorized Users to access and use the Service for Customer's internal business operations.

Customer shall not, and shall not permit any third party to: (a) copy, modify, or create derivative works of the Service; (b) reverse engineer, decompile, or disassemble the Service except to the extent expressly permitted by applicable law; (c) sell, resell, rent, lease, sublicense, or otherwise commercially exploit the Service; (d) circumvent any usage limits, security, or access controls; (e) use the Service to build a competing product or for benchmarking without our prior written consent; (f) remove or alter any proprietary notices; or (g) use the Service to violate any law, infringe any third-party right, or transmit malware.

3. Accounts, Authorized Users, and Seat Limits

Customer is responsible for: (a) the acts and omissions of its Authorized Users; (b) maintaining the confidentiality of credentials and any private API keys; (c) ensuring information provided is accurate and current; and (d) immediately notifying us at support@pplnsystems.ca of any suspected unauthorized access. Each Authorized User must have a unique login. Sharing logins between individuals is prohibited. Pipeline Systems may verify seat counts and bill for additional seats used in excess of those purchased.

4. Electronic Signature and Acceptance

Customer expressly agrees that (a) checking the acceptance box, (b) typing Customer's name as a signature, and/or (c) clicking "I agree" or any equivalent acceptance button constitutes a valid electronic signature that legally binds Customer to this Agreement under the United States Electronic Signatures in Global and National Commerce Act (E-SIGN), the Uniform Electronic Transactions Act (UETA), Canada's Personal Information Protection and Electronic Documents Act (PIPEDA), and any other applicable e-signature laws. Customer waives any right to challenge the validity or enforceability of this Agreement on the basis that it was signed electronically. Pipeline Systems will maintain a record of each acceptance, including the typed signature, the version of the Agreement accepted, the timestamp, and metadata such as IP address and user agent.

5. Fees, Billing, and Taxes

Fees, billing frequency, and included entitlements are set out in the Order or on our pricing page at the time of subscription. Unless otherwise stated: (a) subscriptions auto-renew for successive periods equal to the initial term until canceled; (b) fees are charged in advance through our payment processor; (c) fees are non-refundable except as set out in the Refund Policy; (d) Customer is responsible for all taxes (including sales, VAT, and GST/HST) other than taxes on Pipeline Systems' net income; and (e) failed payments may result in suspension after reasonable notice. We may change pricing for renewal terms with at least thirty (30) days' prior notice via email or in-product notification.

6. Free Trials and Beta Features

Free trials and features designated as "beta," "preview," or "experimental" are provided AS IS and without warranty of any kind. We may modify, suspend, or discontinue beta features at any time without liability. Beta participants may be subject to additional confidentiality obligations.

7. Customer Data and License to Us

As between the parties, Customer owns all right, title, and interest in Customer Data. Customer grants Pipeline Systems a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, and process Customer Data solely to: (a) provide, secure, and support the Service; (b) prevent or address technical or security issues; (c) comply with law; and (d) create de-identified, aggregated statistical data that does not identify Customer, any Authorized User, or any end customer. Customer represents and warrants that it has all rights required to upload Customer Data and to grant the foregoing license.

8. AI Features

The Service includes AI-powered features (including AI Estimation, Pipeline Systems AI, mentor agents, CEO Agent, and AI Renderer). Customer acknowledges and agrees that:

• AI Output may be inaccurate, incomplete, biased, or otherwise unsuitable for Customer's purposes and must be reviewed by a qualified human before being relied upon.
• The Service is not a substitute for licensed professional advice (legal, financial, structural, engineering, tax, or otherwise).
• Customer must not submit personal data, payment card data, protected health information, or other regulated data as AI inputs unless expressly supported by the Service.
• As between Customer and Pipeline Systems, Customer owns the AI Output generated specifically for Customer, subject to underlying model rights. Pipeline Systems makes no warranty that AI Output is unique, original, or free of third-party rights.
• Pipeline Systems may rate-limit, filter, log for safety review, or refuse AI requests to prevent abuse or comply with upstream model provider policies.

9. Intellectual Property

Pipeline Systems and its licensors retain all right, title, and interest in and to the Service, including all software, models, algorithms, documentation, branding, and any feedback or suggestions provided by Customer (which Customer hereby assigns to Pipeline Systems on a non-exclusive, perpetual, royalty-free basis). No rights are granted by implication, estoppel, or otherwise.

10. Acceptable Use

Customer shall not, and shall not allow any Authorized User to:

• Use the Service for unlawful, fraudulent, defamatory, or harassing purposes;
• Send unsolicited communications (spam), phishing, or impersonate any person or entity;
• Upload or transmit material that infringes any patent, copyright, trademark, trade secret, or other proprietary right;
• Probe, scan, penetration-test, or otherwise attempt to compromise the Service or its underlying infrastructure without our prior written authorization;
• Upload malware, viruses, worms, or other harmful code;
• Use the Service to make automated decisions that have legal or similarly significant effects on natural persons without ensuring lawful basis and human review.

11. Confidentiality

Each party ("Receiving Party") shall protect the other party's ("Disclosing Party") Confidential Information with at least the same degree of care it uses to protect its own confidential information of similar nature, and in no event with less than reasonable care. Confidential Information shall be used only as necessary to perform under this Agreement. Confidentiality obligations do not apply to information that is (a) publicly available without breach of this Agreement, (b) already known to the Receiving Party without confidentiality obligations, (c) independently developed without use of the Disclosing Party's Confidential Information, or (d) required to be disclosed by law, provided the Receiving Party gives reasonable prior notice (where legally permitted).

12. Data Protection and Security

Pipeline Systems will maintain reasonable administrative, physical, and technical safeguards designed to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access. Pipeline Systems' processing of personal data on Customer's behalf is further described in our Privacy Notice. Where Pipeline Systems processes personal data of EU/UK or California residents on Customer's behalf, the parties will execute a Data Processing Addendum on reasonable request.

Customer shall not store or process the following categories of data in the Service unless we have expressly agreed in writing: cardholder data subject to PCI DSS, protected health information regulated by HIPAA, government-issued identification numbers, or other regulated categories requiring specific controls.

13. Third-Party Services and Integrations

The Service may interoperate with third-party services (e.g., payment processors, mapping providers, AI model providers, email/SMS delivery, e-signature, or accounting tools). Customer's use of any third-party service is governed by the third party's terms. Pipeline Systems is not responsible for third-party services and disclaims all liability for them.

14. Suspension

We may suspend Customer's or any Authorized User's access to the Service immediately if we reasonably believe such access (a) poses a security risk to the Service or any third party, (b) may adversely impact the Service or other customers, (c) may subject us, our affiliates, or any third party to liability, or (d) may be fraudulent. We will, where reasonably practicable, notify Customer prior to suspension.

15. Term, Termination, and Effect of Termination

This Agreement begins on Customer's first acceptance and continues until all subscriptions have expired or been terminated. Either party may terminate this Agreement for cause if the other party materially breaches the Agreement and fails to cure the breach within thirty (30) days after receiving written notice (or immediately for non-payment, breach of Sections 2, 10, or 11, or insolvency). Customer may cancel a subscription at any time via the in-app billing portal; cancellation prevents renewal but does not entitle Customer to a refund of prepaid fees except as provided in the Refund Policy.

On termination, Customer's access ends and Customer may export Customer Data for thirty (30) days; thereafter, we may delete Customer Data from production systems. Backups may persist for a limited period consistent with our standard retention.

16. Warranty Disclaimer

Except as expressly set out in this Agreement, the Service, including all AI features and AI Output, is provided "AS IS" and "AS AVAILABLE." Pipeline Systems and its licensors disclaim all warranties, express, implied, or statutory, including any warranty of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, uninterrupted operation, or that defects will be corrected. No advice or information obtained from Pipeline Systems or through the Service creates any warranty not expressly stated.

17. Indemnification

By Customer. Customer shall defend, indemnify, and hold harmless Pipeline Systems and its officers, directors, employees, and agents from and against any third-party claim, demand, loss, or damage, including reasonable attorneys' fees, arising out of or related to: (a) Customer Data, (b) Customer's or any Authorized User's breach of this Agreement or violation of applicable law, (c) Customer's use of AI Output, or (d) any allegation that Customer Data or Customer's use of the Service infringes a third party's rights.

By Pipeline Systems. Pipeline Systems shall defend Customer against any third-party claim that the Service, as provided and used in accordance with this Agreement, infringes a third party's intellectual property right, and shall pay any damages finally awarded against Customer (or settlement amounts agreed by us). This obligation does not apply to claims arising from (i) Customer Data, (ii) modifications not made by Pipeline Systems, (iii) use in combination with non-Pipeline Systems products, or (iv) AI Output where the alleged infringement results from Customer's prompts or inputs.

18. Limitation of Liability

To the maximum extent permitted by law: (a) neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business opportunity, even if advised of the possibility; and (b) each party's total aggregate liability arising out of or related to this Agreement will not exceed the fees actually paid by Customer to Pipeline Systems for the Service in the twelve (12) months immediately preceding the event giving rise to the claim. The foregoing limitations apply regardless of the form of action and even if a remedy fails of its essential purpose. Nothing in this Agreement limits liability that cannot be limited under applicable law (including liability for fraud, willful misconduct, or death or personal injury caused by negligence).

19. Governing Law, Venue, and Dispute Resolution

This Agreement is governed by the laws of the Province of Alberta, Canada, and the federal laws of Canada applicable therein, excluding conflict-of-law rules. The parties consent to the exclusive jurisdiction of the courts located in Calgary, Alberta, for any dispute not subject to informal resolution. The parties will first attempt in good faith to resolve any dispute informally for thirty (30) days before initiating formal proceedings.

20. Changes to this Agreement

We may modify this Agreement from time to time. Material changes will be communicated by email and/or in-product notice with at least thirty (30) days' notice before the effective date. Customer's continued use of the Service after the effective date constitutes acceptance, and may require an in-product re-signature to confirm. If Customer does not agree to a material change, Customer's sole remedy is to cancel the affected subscription before the change takes effect.

21. Force Majeure

Neither party will be liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, governmental action, labor disputes, pandemics, telecommunications or internet outages, or third-party infrastructure failures.

22. Assignment

Customer may not assign this Agreement, in whole or in part, without our prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all of Customer's assets, provided Customer is not in breach. Pipeline Systems may assign this Agreement, in whole or in part, without consent. Any prohibited assignment is void.

23. Notices

Notices to Pipeline Systems must be sent to legal@pplnsystems.ca with a copy to support@pplnsystems.ca. Notices to Customer may be sent to the email address on file or delivered through the Service.

24. Entire Agreement; Severability; No Waiver

This Agreement, together with the Privacy Notice, the Refund Policy, and any applicable Order, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous understandings on its subject matter. If any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable. No failure or delay in exercising any right operates as a waiver.

25. Contact

Questions about this Agreement? Email legal@pplnsystems.ca or support@pplnsystems.ca.

Pipeline Systems is committed to providing a fair, transparent, and lawful service. This Agreement is provided for general use; if you require negotiated terms (e.g., a signed MSA, Data Processing Addendum, or Business Associate Agreement), please contact us.